UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 under the
Securities
Exchange Act of 1934
For
the month of June 2026
Commission
File Number: 001-41709
SEALSQ
CORP
(Exact
Name of Registrant as Specified in Charter)
N/A
(Translation
of Registrant’s name into English)
| British
Virgin Islands |
|
Avenue
Louis-Casaï 58 1216 Cointrin, Switzerland |
|
Not
Applicable |
(State or other jurisdiction of
incorporation
or organization) |
|
(Address of principal executive
office) |
|
(I.R.S. Employer
Identification
No.) |
Indicate by
check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form 20-F ☐ Form 40-F
On June 25,
2026, SEALSQ Corp (Nasdaq: LAES) (the “Company” or “SEALSQ”) announced that Quantisimo Corp. (“Quantisimo”),
a special purpose vehicle jointly established by the Company and its parent company WISeKey International Holding Ltd. (Nasdaq: WKEY)
(“WISeKey”), entered into a non-binding letter of intent (the “Non-Binding LOI”) with GigCapital8 Corp. (Nasdaq:
GIW) (“GigCapital8”), a special purpose acquisition company.
The Non-Binding
LOI contemplates a business combination between Quantisimo and GigCapital8 (the “Proposed Transaction”). Upon completion
of the Proposed Transaction, the combined company is expected to have a pre-money enterprise value of approximately $575 million. The
parties to the Non-Binding LOI intend to increase the total enterprise valuation through build-up consolidated acquisitions of up to
an additional five quantum companies. The Proposed Transaction is currently expected to close during the first quarter of 2027.
Quantisimo
was created by WISeKey and the Company to establish a Trusted Quantum Pure-Play platform designed to provide investors with direct exposure
to the rapidly emerging quantum economy. The Proposed Transaction is intended to create a publicly traded platform dedicated to trusted
quantum infrastructure and the broader quantum ecosystem. Quantisimo’s strategy is to identify, develop, acquire and scale technologies
and businesses that are expected to benefit from the transition to the quantum era.
In connection
with the Proposed Transaction, and subject to the successful completion of the business combination and final board approvals, the Company
is expected to contribute to Quantisimo selected assets and strategic interests, including assets and interests from its SealQuantum.com
portfolio of companies, and certain investments, technologies, intellectual property, and strategic initiatives.
The parties
expect to commence due diligence and to negotiate definitive transaction agreements in the coming months. The Proposed Transaction remains
subject to the execution of definitive agreements, the completion of due diligence, regulatory approvals, shareholder approvals, financing
arrangements, and other customary closing conditions. There can be no assurance that definitive agreements will be executed or that the
Proposed Transaction will be completed on the terms currently contemplated, within the anticipated timeframe, or at all.
Forward-Looking
Statements
This Report
on Form 6-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other
applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding the Proposed Transaction,
the anticipated execution of definitive transaction agreements, the expected timing and completion of the Proposed Transaction, the anticipated
enterprise value of the combined company, the potential future growth of the combined company, the proposed contribution of selected
assets and strategic interests from the Company, the anticipated benefits of the Proposed Transaction, and the business strategy, market
opportunities, and growth prospects of Quantisimo. Forward-looking statements generally may be identified by the use of words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “project,” “seek,” “should,” “target,”
“will,” “would,” and similar expressions, although not all forward-looking statements contain such words.
These forward-looking
statements are based on current expectations, estimates, forecasts, assumptions, and projections about future events and are subject
to numerous risks and uncertainties, many of which are beyond the control of the Company, WISeKey, Quantisimo, and GigCapital8. Actual
results may differ materially from those expressed or implied by such forward-looking statements as a result of a variety of factors,
including, but not limited to: the risk that the parties may be unable to negotiate or execute definitive agreements relating to the
Proposed Transaction; the risk that the Proposed Transaction may not be completed in a timely manner or at all; the failure to satisfy
any conditions to closing; the failure to obtain required stockholder approvals, regulatory approvals, financing arrangements, exchange
listing approvals, or other necessary consents; redemptions by GigCapital8 stockholders; the availability of financing; the ability of
Quantisimo to successfully develop, commercialize, acquire, integrate, and scale quantum-related technologies, businesses, and investments;
the ability to realize anticipated synergies or benefits from acquisitions, strategic investments, or asset contributions; the ability
to achieve projected growth objectives, valuation targets, or operational milestones; the future adoption, commercialization, and market
acceptance of quantum technologies; and other risks and uncertainties that may be identified in any past or future filings made by the
parties with the SEC.
Any references
in this Report on Form 6-K to anticipated enterprise values, future valuation objectives, acquisition opportunities, strategic growth
initiatives, market opportunities, expected benefits, or long-term business prospects are based on preliminary assumptions and management
expectations that are inherently uncertain and subject to significant business, economic, competitive, regulatory, financing, and market
risks. No assurance can be given that any acquisition, strategic initiative, growth objective, valuation target, expected benefit, or
business plan described herein will be achieved.
The Proposed
Transaction is currently subject to the Non-Binding LOI. There can be no assurance that definitive agreements will be entered into, that
the parties will successfully complete their due diligence, that any proposed asset contributions will be approved or consummated, or
that the Proposed Transaction will be completed on the terms currently contemplated, within the anticipated timeframe, or at all.
Readers are
cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this Report. The Company, WISeKey,
Quantisimo, and GigCapital8 expressly disclaim any obligation or undertaking to update, revise, or publicly release any revisions to
any forward-looking statements, whether as a result of new information, future events, changed circumstances, or otherwise, except as
required by applicable law.
Important
Information for Investors and Stockholders
This Report
on Form 6-K relates to a proposed transaction between Quantisimo and GigCapital8. The Proposed Transaction remains subject to the execution
of definitive agreements and the satisfaction of customary closing conditions. If definitive agreements are executed, GigCapital8, Quantisimo,
and/or a newly formed holding company intend to file a registration statement, proxy statement, prospectus, and other relevant documents
with the SEC in connection with the proposed transaction, and any definitive proxy statement/prospectus will be mailed to the shareholders
of GigCapital8 once finalized. This Report on Form 6-K is not a substitute for the registration statement, the proxy statement/prospectus
or any other document that GigCapital8 or Quantisimo may file with the SEC.
BEFORE MAKING
ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ANY REGISTRATION
STATEMENT, PROXY STATEMENT, PROSPECTUS, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO, AND RELATED MATTERS.
Investors and
security holders will be able to obtain free copies of these documents, when available, through the SEC’s website at www.sec.gov.
No Offer
or Solicitation
This Report
on Form 6-K is for informational purposes only and does not constitute, nor shall it constitute, an offer to sell, a solicitation of
an offer to buy, or a recommendation to purchase any securities, nor shall there be any sale of securities in any jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
This Report
on Form 6-K does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of
the Proposed Transaction. Any solicitation will be made only pursuant to definitive proxy materials and other applicable SEC filings.
Participants
in the Solicitation
WISeKey, SEALSQ,
Quantisimo, GigCapital8, and their respective directors, executive officers, and certain other members of management and employees may
be deemed participants in any solicitation of proxies from GigCapital8 stockholders in connection with the proposed transaction. Information
regarding GigCapital8’s directors and executive officers is contained in GigCapital8’s filings with the SEC. Additional information
regarding the interests of such participants in the proposed transaction will be included in any proxy statement, registration statement,
prospectus, or other relevant documents filed with the SEC if and when such documents become available.
The information
contained in this Report on Form 6-K is hereby incorporated by reference into the registration statement on Form F-3 of the Company
(File No. 333-290963), as amended, and the registration statement on Form S-8 of the Company (File No. 333-287139), and into the base
prospectus and any prospectus supplement outstanding under each of the foregoing registration statements, to the extent not superseded
by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| Date: June
30, 2026 |
SEALSQ CORP |
| |
|
| |
By: |
/s/
Carlos Moreira |
| |
|
Name: |
Carlos Moreira |
| |
|
Title: |
Chief Executive Officer |
| |
|
|
|
| |
By: |
/s/ John O’Hara |
| |
|
Name: |
John O’Hara |
| |
|
Title: |
Chief Financial Officer |
